Page 101 - Albanian law on entrepreuners and companies - text with with commentary

(5) The company may issue a certificate in order to prove the ownership of the
share. Such certificate shall not have the character of a security. The certificate shall be
issued in the name of the member/s concerned.
(6) Co-ownership provisions of the Civil Code apply if co-owners do not reach an
agreement as per paragraph 3.

Comments:

The identity of the members may be verified by consulting the NBC. Each share transfer
must be registered with the NBC, Article 74 (2), Article 43 Business Registration Law.
Article 43 (1) Business Registration Law applies the rules for initial registration accordingly
to the registration of changes. That means that each transfer must be submitted for registration
within 30 days from the transferring event or contract (Articles 73, 74), Article 22 (3)
Business Registration Law. An ownership certificate for the member may be issued, but it
cannot be handled and transferred like securities, Article 72 (5). This rule deliberately
prevents the establishment of a market for shares in limited liability companies (see also
paragraph (3) of Article 68).

Article 73
Transfer of Shares
(1) Shares and the rights they confer shall be acquired through:
a) contribution in the company’s capital
b) purchase;
c) inheritance;
ç) donation;
d) other ways provided by law.
(2) In case shares are transferred by contract, the terms and the moment for the
transfer of the title of the share, as well as other applicable conditions, including the
payment the price, shall be regulated by the contract itself. The contract for the transfer
of shares should be in written form, and notarization is not a condition for the validity
or for the registration of the contract. Unless otherwise specifically required by law or
the parties so agree through the contract, the validity of the transfer of the ownership
title on shares shall not be conditioned by the notarization of the agreement by the
completion of other formalities having declarative effect, including any registration or
publication formalities of the contract or of the title transfer. 110
(3) The Statute may set conditions for the transfer of shares, in particular require
the company’s approval or create pre-emptive rights for the company or the other
members.

110 Amended by Law No. 129/2014, Article 10.
100